Deutsche Bank
Corporate Governance Statement / Corporate Governance Report 2011
Deutsche Bank 04 – Corporate Governance Statement/Corporate Governance Report 411 Financial Report 2011 Management Board and Supervisory Board
Corporate Governance Statement/ Corporate Governance Report
All information presented in this Corporate Governance Statement/Corporate Governance Report is shown as of February 17, 2012.
Management Board and Supervisory Board
Management Board The Management Board is responsible for managing the company. Its members are jointly accountable for the management of the company. The duties, responsibilities and procedures of our Management Board and the committees installed by it are specified in its Terms of Reference, which are available in the respectively current version on our Internet website (www.deutsche-bank.com/corporate-governance).
The following paragraphs show information on the current members of the Management Board. The informa- tion includes their ages, the year in which they were appointed and the year in which their term expires, their current positions and area of responsibility and their principal business activities outside our company. The members of our Management Board have generally undertaken not to assume chairmanships of supervisory boards of companies outside our consolidated group.
Dr. Josef Ackermann Age: 64 First appointed: 1996 Term expires: 2013
Dr. Josef Ackermann joined Deutsche Bank as a member of our Management Board in 1996, where he was responsible for the investment banking division. On May 22, 2002, Dr. Ackermann was appointed Spokesman of the Management Board. On February 1, 2006, he was appointed Chairman of the Management Board. Dr. Ackermann has agreed with the Supervisory Board that the end of his appointment will be at the end of the Annual General Meeting 2012.
After studying Economics and Social Sciences at the University of St. Gallen, he worked at the University’s Institute of Economics as research assistant and received a doctorate in Economics. Dr. Ackermann started his professional career in 1977 at Schweizerische Kreditanstalt (SKA) where he held a variety of positions in Corporate Banking, Foreign Exchange/Money Markets and Treasury, Investment Banking and Multinational Services. He worked in London and New York, as well as at several locations in Switzerland. Between 1993 and 1996, he served as President of SKA’s Executive Board, following his appointment to that board in 1990.
Dr. Ackermann is a member of the Supervisory Board of Siemens AG (Second Deputy Chairman), Vice-Chairman of the Board of Directors of Belenos Clean Power Holding Ltd., non-executive member of the Board of Direc- tors of Royal Dutch Shell Plc and Vice-Chairman of the Board of Directors of Zurich Financial Services Ltd.
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Dr. Hugo Bänziger Age: 56 First appointed: 2006 Term expires: 2014
Dr. Hugo Bänziger became a member of our Management Board on May 4, 2006. He is our Chief Risk Officer. He joined Deutsche Bank in London in 1996 as Head of Global Markets Credit. He was appointed Chief Credit Officer in 2000.
Dr. Bänziger’s banking career commenced in 1983 at the Swiss Federal Banking Commission in Berne. From 1985 to 1996, he worked at Schweizerische Kreditanstalt (n.k.a. Credit Suisse) in Zurich and London, first in Retail Banking and subsequently as Relationship Manager in Corporate Finance; in 1990 he was appointed Global Head of Credit for Credit Suisse Financial Products.
He studied modern history, constitutional law and economics at the University of Berne, earning his doctorate with a thesis on banking history.
Dr. Bänziger is a member of the Supervisory Board of EUREX Clearing AG, member of the Supervisory Board of EUREX Frankfurt AG and a member of the Supervisory Board of EUREX Zürich AG.
Jürgen Fitschen Age: 63 Appointed: 2009 Term expires: 2015
Jürgen Fitschen became a member of our Management Board on April 1, 2009. Mr. Fitschen has been with Deutsche Bank since 1987, was already a member of the Management Board from 2001 to the beginning of 2002 and has been a member of the Group Executive Committee since 2002 and Head of Regional Man- agement since 2005. As member of our Management Board, he is responsible for Regional Management. On July 25, 2011, the Supervisory Board appointed Mr. Fitschen together with Mr. Jain as Co-Chairman of the Management Board with effect from the end of the Annual General Meeting on May 31, 2012.
Mr. Fitschen studied Economics and Business Administration at the University of Hamburg and graduated in 1975 with a master’s degree in Business Administration.
From 1975 to 1987, he worked at Citibank in Hamburg and Frankfurt am Main in various positions. In 1983 he was appointed member of the Executive Committee Germany of Citibank.
Mr. Fitschen is a member of the Board of Directors of Kühne + Nagel International AG, member of the Supervi- sory Board of METRO AG and member of the Supervisory Board of Schott AG.
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Anshuman Jain Age: 49 First appointed: 2009 Term expires: 2017
Anshuman Jain became a member of our Management Board on April 1, 2009. Mr. Jain joined Deutsche Bank in 1995 and became Head of Global Markets in 2001 as well as a member of the Group Executive Committee in 2002. As member of our Management Board, he is responsible for the Corporate & Investment Bank Group Division. On July 25, 2011, the Supervisory Board appointed Mr. Jain together with Mr. Fitschen as Co-Chairman of the Management Board with effect from the end of the Annual General Meeting on May 31, 2012.
Mr. Jain studied Economics at Shri Ram College (Delhi University) and graduated in 1983, receiving a BA, and studied Business Administration at the University of Massachusetts and graduated in 1985 with a MBA Finance.
After his academic studies Mr. Jain worked until 1988 for Kidder Peabody, New York in Derivatives Research; from 1988 to 1995 he set up and ran the global hedge fund coverage group for Merrill Lynch, New York.
Mr. Jain does not have any external directorships subject to disclosure.
Stefan Krause Age: 49 First appointed: 2008 Term expires: 2013
Stefan Krause became a member of our Management Board on April 1, 2008. He is our Chief Financial Officer.
Previously, Mr. Krause spent over 20 years in the automotive industry, holding various senior management positions with a strong focus on Finance and Financial Services. Starting in 1987 at BMW’s Controlling de- partment in Munich, he transferred to the U.S. in 1993, building up and ultimately heading BMW’s Financial Services Division in the Americas. Relocating to Munich in 2001, he became Head of Sales Western Europe (excluding Germany). He was appointed member of the Management Board of BMW Group in May 2002, serving as Chief Financial Officer until September 2007 and subsequently as Chief of Sales & Marketing.
Mr. Krause studied Business Administration in Würzburg and graduated in 1986 with a master’s degree in Business Administration.
Mr. Krause does not have any external directorships subject to disclosure.
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Hermann-Josef Lamberti Age: 56 First appointed: 1999 Term expires: 2014
Hermann-Josef Lamberti became a member of our Management Board in 1999. He is our Chief Operating Officer. He joined Deutsche Bank in 1998 as an Executive Vice President, based in Frankfurt.
Mr. Lamberti began his professional career in 1982 with Touche Ross in Toronto and subsequently joined Chemical Bank in Frankfurt. From 1985 to 1998 he worked for IBM, initially in Germany in the areas Controlling, Internal Application Development and Sales Banks/Insurance Companies. In 1993, he was appointed General Manager of the Personal Software Division for Europe, the Middle East and Africa at IBM Europe in Paris. In 1995, he moved to IBM in the U.S., where he was Vice President for Marketing and Brand Management. He returned to Germany in 1997 to take up the position of Chairman of the Management of IBM Germany in Stuttgart.
Mr. Lamberti studied Business Administration at the Universities of Cologne and Dublin and graduated in 1982 with a master’s degree in Business Administration.
Mr. Lamberti is a member of the Supervisory Boards of BVV Versicherungsverein des Bankgewerbes a.G., BVV Versorgungskasse des Bankgewerbes e.V., BVV Pensionsfonds des Bankgewerbes AG, Deutsche Börse AG, member of the Board of Directors of European Aeronautic Defence and Space Company EADS N.V. and member of the Supervisory Board of Carl Zeiss AG.
Rainer Neske Age: 47 First Appointed: 2009 Term expires: 2017
Rainer Neske became a member of our Management Board on April 1, 2009. He joined Deutsche Bank in 1990 and in 2000 was appointed member of the Management Board of Deutsche Bank Privat- und Geschäfts- kunden AG. Since 2003 he has been a member of the Group Executive Committee. From 2003 to 2011 Mr. Neske was Spokesman of the Management Board of Deutsche Bank Privat- und Geschäftskunden AG. On our Management Board, he is responsible for our Private & Business Clients Corporate Division.
Mr. Neske studied Computer Science and Business Administration at the University of Karlsruhe and gradu- ated in 1990 with a master’s degree in Information Technology.
Mr. Neske does not have any external directorships subject to disclosure.
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Group Executive Committee The Group Executive Committee was established in 2002. It comprises the members of the Management Board and senior representatives from the business divisions within our client-facing group divisions and from the management of our regions appointed by the Management Board. Dr. Josef Ackermann, Chairman of the Management Board, is also the Chairman of the Group Executive Committee.
The Group Executive Committee serves as a tool to coordinate our businesses and regions through the follow- ing tasks and responsibilities:
— Provision of ongoing information to the Management Board on business developments and particular transactions; — Regular review of our business segments; — Consultation with and furnishing advice to the Management Board on strategic decisions; — Preparation of decisions to be made by the Management Board.
Supervisory Board The Supervisory Board appoints, supervises and advises the Management Board and is directly involved in decisions of fundamental importance to the bank. The Management Board regularly informs the Supervisory Board of the intended business policies and other fundamental matters relating to the assets, liabilities, finan- cial and profit situation as well as its risk situation, risk management and risk controlling. A report is made to the Supervisory Board on corporate planning at least once a year. At the proposal of the Chairperson’s Committee, the Supervisory Board determines the compensation of the individual members of the Management Board including the main contract elements and reviews it regularly. The Chairman of the Supervisory Board coordi- nates work within the Supervisory Board. He maintains regular contact with the Management Board, especially with the Chairman of the Management Board, and consults with him on strategy, the development of business and risk management. The Supervisory Board Chairman is informed by the Chairman of the Management Board without delay of important events of substantial significance for the situation and development as well as for the management of Deutsche Bank Group. The types of business that require the approval of the Supervi- sory Board to be transacted are specified in Section 13 of our Articles of Association. The Supervisory Board meets if required without the Management Board. For the performance of its duties, the Supervisory Board may, at its professional discretion, use the services of auditors, legal advisors and other internal and external consultants.
The duties, procedures and committees of the Supervisory Board are specified in its Terms of Reference, which are available in the respectively current version on the Deutsche Bank Internet website (www.deutsche- bank.com/corporate-governance).
The following table shows information on the current members of our Supervisory Board. The members repre- senting our shareholders were elected at the Annual General Meeting on May 29, 2008, except for Dr. Siegert, who was elected at the Annual General Meeting 2007 until the end of the Annual General Meeting 2012 and Ms. Garrett-Cox, who was elected at the Annual General Meeting 2011 until the end of the Annual General Meeting 2016. The members elected by employees in Germany were elected on May 8, 2008. The information includes the members’ age, the years in which they were first elected or appointed, the years when their terms expire, their principal occupation and their membership on other companies’ supervisory boards, other non- executive directorships and other positions.
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Member Principal occupation Supervisory board memberships and other directorships Wolfgang Böhr* Chairman of the Combined Staff Council Dusseldorf of No memberships or directorships subject to disclosure Age: 49 Deutsche Bank; Member of the General Staff Council of First elected: 2008 Deutsche Bank; Member of the Group Staff Council of Term expires: 2013 Deutsche Bank Dr. Clemens Börsig Chairman of the Supervisory Board of Deutsche Bank AG, Linde AG; Bayer AG; Daimler AG; Emerson Electric Age: 63 Frankfurt Company Appointed by the court: 2006 Term expires: 2013 Dr. Karl-Gerhard Eick Management consultant, KGE Asset Management CORPUS SIREO Holding GmbH & Co. KG (Chairman) Age: 58 Consulting Ltd., London Appointed by the court: 2004 Term expires: 2013 Katherine Garrett-Cox Chief Executive Officer of Alliance Trust Plc, Dundee Alliance Trust Savings Ltd. (Non Executive Director); Age: 44 Alliance Trust Asset Management Ltd. (Chief Executive) First elected: 2011 Term expires: 2016 Alfred Herling* Chairman of the Combined Staff Council No memberships or directorships subject to disclosure Age: 59 Wuppertal/Sauerland of Deutsche Bank; Chairman of the First elected: 2008 General Staff Council; Chairman of the Group Staff Council Term expires: 2013 of Deutsche Bank Gerd Herzberg* Deputy Chairman of ver.di Vereinte Franz Haniel & Cie GmbH (Deputy Chairman); BGAG – Age: 61 Dienstleistungsgewerkschaft, Berlin (until October 2011) Beteiligungsgesellschaft der Gewerkschaften AG; Vattenfall Appointed by the court: 2006 Europe AG (Deputy Chairman) Term expires: 2013 Prof. Dr. Henning Kagermann President of acatech – German Academy of Science and Münchener Rückversicherungs-Gesellschaft Age: 64 Engineering, Munich Aktiengesellschaft; Nokia Corporation; Deutsche Post AG; First elected: 2000 Wipro Technologies; BMW Bayerische Motoren Werke AG Term expires: 2013 Martina Klee* Chairperson of the Staff Council GTO Eschborn/Frankfurt of Sterbekasse für die Angestellten der Deutschen Bank VVa.G. Age: 49 Deutsche Bank; Member of the Group and General Staff First elected: 2008 Council of Deutsche Bank; Member of the European Staff Term expires: 2013 Council Suzanne Labarge Coca-Cola Enterprises Inc.; XL Group Plc (since October Age: 65 2011) First elected: 2008 Term expires: 2013 Maurice Lévy Chairman and Chief Executive Officer, Publicis Groupe S.A., Publicis Conseil S.A. (Chairman); Medias et Régies Europe Age: 69 Paris S.A.; MMS USA Holdings, Inc.; Zenith Optimedia Group Ltd. First elected: 2006 (U.K.); Publicis Groupe U.S. Investments LLC; MMS USA Term expires: 2012 Investments, Inc.; MMS USA LLC Investments, Inc. Henriette Mark* Chairperson of the Combined Staff Council Munich and No memberships or directorships subject to disclosure Age: 54 Southern Bavaria of Deutsche Bank; Member of the Group First elected: 2003 and General Staff Councils of Deutsche Bank; Chairperson Term expires: 2013 of the European Staff Council
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Member Principal occupation Supervisory board memberships and other directorships Gabriele Platscher* Chairperson of the Combined Staff Council BVV Versicherungsverein des Bankgewerbes a.G. (Deputy Age: 54 Braunschweig/Hildesheim of Deutsche Bank Chairperson); BVV Versorgungskasse des Bankgewerbes First elected: 2003 e.V. (Deputy Chairperson); BVV Pensionsfonds des Term expires: 2013 Bankgewerbes AG (Deputy Chairperson) Karin Ruck* Deputy Chairperson of the Supervisory Board of BVV Versicherungsverein des Bankgewerbes a.G.; Age: 46 Deutsche Bank AG; Senior Sales Coach in the Region BVV Versorgungskasse des Bankgewerbes e.V.; First elected: 2003 Frankfurt/Hesse-East; Member of the Combined Staff BVV Pensionsfonds des Bankgewerbes AG Term expires: 2013 Council Frankfurt branch of Deutsche Bank Dr. Theo Siegert Managing Partner of de Haen Carstanjen & Söhne, E.ON AG; Merck KGaA; Age: 64 Dusseldorf E. Merck OHG (Member of the Shareholders’ Committee); Appointed by the court: 2006 DKSH Holding Ltd. (Member of the Board of Administration); Term expires 2012 Henkel AG & Co. KGaA Dr. Johannes Teyssen Chairman of the Management Board of E.ON AG, E.ON Energie AG; E.ON Ruhrgas AG; Salzgitter AG Age: 52 Dusseldorf First elected: 2008 Term expires: 2013 Marlehn Thieme* Director Infrastructure/Regional Management No memberships or directorships subject to disclosure Age: 54 Communications Corporate Citizenship Deutsche Bank AG, First elected: 2008 Frankfurt Term expires: 2013 Tilman Todenhöfer Managing Partner of Robert Bosch Industrietreuhand KG, Robert Bosch GmbH; Robert Bosch Internationale Age: 68 Stuttgart Beteiligungen AG (President of the Board of Administration); Appointed by the court: 2001 HOCHTIEF AG (until May 2011) Term expires: 2013 Stefan Viertel* Senior Sales Manager CIB/GTB Cash Management No memberships of directorships subject to disclosure Age. 47 Financial Institutions, Head of CMFI Austria and Hungary First elected: 2008 Deutsche Bank AG, Frankfurt Term expires: 2013 Renate Voigt* Chairperson of the Combined Staff Council No memberships of directorships subject to disclosure Age: 57 Stuttgart/Esslingen/Heilbronn of Deutsche Bank Appointed by the court: 2011 Term expires: 2013 Werner Wenning Chairman of the Supervisory Board of E.ON AG, Dusseldorf E.ON AG; Henkel AG & Co. KGaA (Member of the Age: 65 (since May 2011) Shareholders’ Committee); HDI VVa.G.; Talanx AG; First elected: 2008 Freudenberg & Co. KG (Member of the Shareholders’ Term expires: 2013 Committee) (since June 2011) * Elected by the employees in Germany; Renate Voigt appointed by the court as employee representative.
Sir Peter Job was a shareholder representative member of the Supervisory Board until the Annual General Meeting on May 26, 2011. He was replaced by Katherine Garrett-Cox. Peter Kazmierczak was an employee representative member of the Supervisory Board until October 25, 2011. After his departure from the bank, he was replaced by Renate Voigt, appointed by the court on November 30, 2011, for the remainder of his term of office.
Dr. Clemens Börsig was a member of the Management Board of Deutsche Bank AG until May 3, 2006. He has stated that he will abstain from voting and from participation in discussions in his function as member of the Supervisory Board and its committees on all questions that relate to his former membership of the Manage- ment Board and could create a conflict of interest. In the Supervisory Board meeting on July 25, 2011, Dr. Börsig declared that he will step down from the Supervisory Board with effect from the end of the Annual General Meeting on May 31, 2012.
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In accordance with the German Banking Act, members of the Supervisory Board must be reliable and have the expertise required to perform their control function and to assess and supervise the businesses the company operates. While taking these requirements into account in accordance with Section 5.4.1 of the German Corpo- rate Governance Code, on October 2010, the Supervisory Board established the following objectives for its composition, which have also been specified in Section 4 of the Terms of Reference for the Supervisory Board (see: http://www.deutsche-bank.de/ir/en/content/terms_of_references.htm).
The Supervisory Board of Deutsche Bank AG must be composed in such a way that its members as a group possess the knowledge, ability and expert experience to properly complete its tasks. In particular, the Supervi- sory Board members should have sufficient time to perform their mandates. The composition of the Supervi- sory Board should ensure the Supervisory Board’s qualified control of and advice for the Management Board of an internationally operating, broadly positioned bank and should preserve the reputation of Deutsche Bank Group among the public. In this regard, in particular, attention should be placed on the integrity, personality, willingness to perform, professionalism and independence of the individuals proposed for election. The objec- tive is for the Supervisory Board as a group to have all of the knowledge and experience considered to be essential in consideration of the activities of Deutsche Bank Group.
Furthermore, the Supervisory Board shall have an adequate number of independent members and shall not have more than two former members of the Management Board of Deutsche Bank AG. The members of the Supervisory Board may not exercise functions on a management body of or perform advisory duties at major competitors. Important and not just temporary conflicts of interests shall be avoided. Any member of the Su- pervisory Board who is a member of the management board of a listed stock corporation shall have no more than three supervisory board mandates outside the group of companies controlled by such stock corporation’s dependent companies or mandates in supervisory bodies of companies with similar requirements.
There is a regular maximum age limit of 70. In well-founded, individual cases, a Supervisory Board member may be elected or appointed for a period that extends at the latest until the end of the third Ordinary General Meeting that takes place after he or she has reached the age of 70. This age limit was taken into account in the election proposals to the recent General Meetings and shall also be taken into account for the next Supervisory Board elections or subsequent appointments for Supervisory Board positions that become vacant.
The Supervisory Board respects diversity when proposing members for appointment to the Supervisory Board. In light of the international operations of Deutsche Bank, care should be taken that the Supervisory Board has an appropriate number of members with international experience. Currently, the professional careers and pri- vate lives of five members of the Supervisory Board are centered outside Germany. Furthermore, all of the shareholder representatives on the Supervisory Board have several years of international experience from their current or former activities as management board members or CEOs of corporations with international operations. In these two ways, the Supervisory Board believes the international activities of the company are sufficiently taken into account. The objective is to retain the currently existing international profile.
For the election proposals to the General Meeting, the Supervisory Board takes care that there is an appropri- ate consideration of women. Special importance was already attached to this in the selection process for the last Supervisory Board elections in 2008. In reviewing potential candidates for a new election or subsequent appointments to Supervisory Board positions that have become vacant, qualified women shall be included in the selection process and shall be appropriately considered in the election proposals. On this basis and at the proposal of the Supervisory Board, the General Meeting elected Ms. Garrett-Cox to the Supervisory Board at the General Meeting on May 26, 2011. Since the Supervisory Board elections in 2003, between 25 % and 35 % of the Supervisory Board members have been women. Following the appointment of Ms. Renate Voigt to the
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Supervisory Board by the Register Court on November 30, 2011, the Supervisory Board now counts eight women among its members, which corresponds to 40 %. We shall strive to maintain this number and, as ap- propriate, to further increase the number of women among the shareholder representatives. It should be taken into account that the Supervisory Board can only influence the composition of the Supervisory Board through its election proposals to the General Meeting (for information on Deutsche Bank’s various diversity initiatives, please see page 163 of the Financial Report 2011.
According to Section 5.4.2 of the German Corporate Governance Code, the Supervisory Board determined that it has what it considers to be an adequate number of independent members.
Standing Committees The Supervisory Board has established the following five standing committees. The Report of the Supervisory Board provides information on the concrete work to the committees over the preceding year (see Report of the Supervisory Board on pages 403 – 409 of the Financial Report 2011).
Chairman’s Committee: The Chairman’s Committee is responsible for all Management Board and Supervisory Board matters. It prepares the decisions for the Supervisory Board on the appointment and dismissal of mem- bers of the Management Board, including long-term succession planning. It also submits a proposal to the Supervisory Board for the remuneration of the members of the Management Board. It is responsible for entering into, amending and terminating the service contracts and other agreements in consideration of the Supervisory Board’s sole authority to decide on the remuneration of the members of the Management Board and provides its approval for ancillary activities, honorary offices or special tasks outside of Deutsche Bank Group of Manage- ment Board members pursuant to Section 112 of the German Stock Corporation Act and for certain contracts with Supervisory Board members pursuant to Section 114 of the German Stock Corporation Act. Furthermore, it prepares the decisions of the Supervisory Board in the field of corporate governance. The Chairman’s Com- mittee held five meetings in 2011.
The current members of the Chairman’s Committee are Dr. Clemens Börsig (Chairman), Alfred Herling, Karin Ruck and Tilman Todenhöfer.
Nomination Committee: The Nomination Committee prepares the Supervisory Board’s proposals for the election or appointment of new shareholder representatives to the Supervisory Board. In this context, it orients itself on the criteria specified by the Supervisory Board for its composition. The Nomination Committee held two meet- ings in 2011.
The current members of the Nomination Committee are Dr. Clemens Börsig (Chairman), Tilman Todenhöfer and Werner Wenning.
Audit Committee: The Audit Committee handles in particular the monitoring of financial accounting, including the accounting process and the effectiveness of the system of internal controls, issues of risk management and especially the effectiveness of the risk management system, as well as the effectiveness of the internal audit system, compliance and the auditing of annual financial statements. It reviews the documentation relating to the annual and consolidated financial statements and discusses the audit reports with the auditor. It prepares the decisions of the Supervisory Board on the annual financial statements and the approval of the consolidated financial statements and discusses important changes to the audit and accounting methods. The Audit Com- mittee also discusses the quarterly financial statements and the report on the limited review of the quarterly financial statements with the Management Board and the auditor prior to their publication. In addition, the Audit Committee issues the audit mandate to the auditor elected by the General Meeting. It resolves on the compen-
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sation paid to the auditor and monitors the auditor’s independence, qualifications and efficiency. The Chairman of the Audit Committee, as well as the Chairman of the Supervisory Board, is entitled to obtain information directly from the Head of Compliance. The Audit Committee is responsible for acknowledging communications about significant reductions in the compliance budget and for taking receipt of and handling the report by the Head of Compliance on the appropriateness and effectiveness of the principles, methods and procedures in accordance with § 33 (1) sentence 2 No. 5 of the German Securities Trading Act (WpHG) (Compliance Report). The Compliance Report is issued at least once a year. The Head of Internal Audit regularly reports to the Audit Committee on its ongoing work. The Audit Committee is informed about special audits, substantial complaints and other exceptional measures on the part of bank regulatory authorities. It has functional responsibility for receiving and handling complaints concerning accounting, internal accounting controls and issues relating to the audit. Subject to its review, the Audit Committee grants its approval for mandates engaging the auditor for non-audit-related services. The Audit Committee held six meetings in 2011.
The current members of the Audit Committee are Dr. Karl-Gerhard Eick (Chairman), Dr. Clemens Börsig, Henriette Mark, Karin Ruck, Dr. Theo Siegert (since August 1, 2011), and Marlehn Thieme.
Risk Committee: The Risk Committee handles loans which require a resolution by the Supervisory Board pur- suant to law or our Articles of Association. Subject to its review, it grants its approval for the acquisition of shareholdings in other companies that amount to between 2 % and 3 % of our regulatory banking capital if it is likely that the shareholding will not remain in our full or partial possession for more than twelve months. At the meetings of the Risk Committee, the Management Board reports on credit, market, liquidity, operational, litiga- tion and reputational risks. The Management Board also reports on risk strategy, credit portfolios, loans requir- ing a Supervisory Board approval pursuant to law or our Articles of Association, questions of capital resources and matters of special importance due to the risks they entail. The Risk Committee held six meetings in 2011.
The current members of the Risk Committee are Dr. Clemens Börsig (Chairman), Professor Dr. Henning Kagermann and Suzanne Labarge (since August 1, 2011). Suzanne Labarge was a substitute member until July 31, 2011. Dr. Theo Siegert is a substitute member of the Risk Committee. He is invited to all meetings and regularly attends them.
In addition to these four committees, the Mediation Committee, which is required by German law, makes proposals to the Supervisory Board on the appointment or dismissal of members of the Management Board in those cases where the Supervisory Board is unable to reach a two-thirds majority decision with respect to the ap- pointment or dismissal. The Mediation Committee only meets if necessary and did not hold any meetings in 2011.
The current members of the Mediation Committee are Dr. Clemens Börsig (Chairman), Wolfgang Böhr, Karin Ruck, and Tilman Todenhöfer.
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Further details regarding the Chairman’s Committee, the Risk Committee, the Audit Committee and the Nomination Committee are regulated in separate Terms of Reference, which are available in the respectively current version on our Internet website, along with the Terms of Reference of our Supervisory Board (see: http://www.deutsche-bank.de/ir/en/content/terms_of_references.htm).
Compensation For a description of the compensation for the Management Board and the Supervisory Board in 2011, please refer to our detailed Compensation Report on pages 140 – 156 of the Management Report, published in accordance with the provisions of the German Act on Disclosure of Management Board Compensation.
Share Plans For information on our employee share programs, please refer to Note 33 “Share-Based Compensation Plans” to the consolidated financial statements.
Reporting and Transparency
Directors’ Share Ownership Management Board. For the Directors’ Share Ownership of the Management Board, please refer to our de- tailed Compensation Report in the Management Report.
Supervisory Board. The current members of our Supervisory Board held the following numbers of our shares and share awards under our employee share plans.
Number of Number of share Members of the Supervisory Board shares awards Wolfgang Böhr 545 − 1 Dr. Clemens Börsig 137,919 − Dr. Karl-Gerhard Eick − − Katherine Garrett-Cox − − Alfred Herling 1,042 10 Gerd Herzberg − − Prof. Dr. Henning Kagermann − − Martina Klee 874 − Suzanne Labarge − − Maurice Lévy − − Henriette Mark 584 10 Gabriele Platscher 864 6 Karin Ruck 165 − Dr. Theo Siegert − − Dr. Johannes Teyssen − − Marlehn Thieme 236 10 Tilman Todenhöfer 1,741 − Stefan Viertel 95 10 Renate Voigt 213 10 Werner Wenning − − Total 144,278 56
1 This does not include 270 Deutsche Bank shares held by a family-owned partnership, a community of heirs, in which Dr. Clemens Börsig has a 25 % interest as well as 16,018 Deutsche Bank shares attributable to a charitable foundation with separate legal capacity, the “Gerhild und Clemens Börsig Jugend- und Sozialstiftung”.
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The members of the Supervisory Board held 144,278 shares, amounting to less than 0.02 % of our shares as of February 17, 2012.
As listed in the “Number of share awards” column in the table, the members who are employees of Deutsche Bank hold matching awards granted under the Global Share Purchase Plan, which are scheduled to be delivered to them on November 1, 2012.
Related Party Transactions
For information on related party transactions please refer to Note 38 “Related Party Transactions”.
Auditing and Controlling
Audit Committee Financial Expert Our Supervisory Board has determined that Dr. Clemens Börsig, Dr. Karl-Gerhard Eick and Dr. Theo Siegert, who are members of its Audit Committee, are “audit committee financial experts”, as such term is defined by the regulations of the Securities and Exchange Commission issued pursuant to Section 407 of the Sarbanes- Oxley Act of 2002. The audit committee financial experts mentioned above are “independent” of us, as defined in Rule 10A-3 under the U.S. Securities Exchange Act of 1934 and Section 100 (5) of the Stock Corporation Act (AktG). According to Sections 107 (4), 100 (5) of the Stock Corporation Act they are well grounded in the fields of accounting and auditing.
Code of Business Conduct and Ethics Deutsche Bank’s Code of Business Conduct and Ethics describes the values and minimum standards for ethi- cal business conduct that we expect all of our employees to follow. These values and standards govern em- ployee interactions with our clients, competitors, business partners, government and regulatory authorities, and shareholders, as well as with each other. The Code contains a voluntary commitment from the Management Board and the Supervisory Board. It reflects our core values and our promise to our stakeholders. In addition, it forms the cornerstone of our policies, which provide guidance on compliance with applicable laws and regu- lations.
In accordance with Section 406 of the Sarbanes-Oxley Act of 2002, we also adopted a Code of Ethics that sets out special obligations for our Senior Financial Officers. Currently at Deutsche Bank these are the Chairman of the Management Board, the Chief Financial Officer, the Head of Group Accounting as well as members of the Group Finance Committee. In 2011, no complaints were reported to the Corporate Governance Officer regard- ing the Code of Ethics for Senior Financial Officers.
The current version of Deutsche Bank’s Code of Business Conduct and Ethics is available on our website at http://www.deutsche-bank.de/ir/de/content/ethikkodizes.
Deutsche Bank 04 – Corporate Governance Statement/Corporate Governance Report 423 Financial Report 2011 Auditing and Controlling
Principal Accountant Fees and Services In accordance with German law, our principal accountant is appointed at our Annual General Meeting based on a recommendation of our Supervisory Board. The Audit Committee of our Supervisory Board prepares such a recommendation. Subsequent to the principal accountant’s appointment, the Audit Committee awards the contract and in its sole authority approves the terms and scope of the audit and all audit engagement fees as well as monitors the principal accountant’s independence. KPMG AG Wirtschaftsprüfungsgesellschaft was our principal accountant for the 2010 and 2011 fiscal years, respectively.
The table set forth below contains the aggregate fees billed for each of the last two fiscal years by KPMG AG Wirtschaftprüfungsgesellschaft and the worldwide member firms of KPMG International in each of the following categories: (1) Audit Fees, which are fees for professional services for the audit of our annual financial state- ments or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, (2) Audit-Related Fees, which are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees, and (3) Tax-Related Fees, which are fees for professional services rendered for tax compliance, tax consulting and tax planning, and (4) All Other Fees, which are fees for products and services other than Audit Fees, Audit-Related Fees and Tax-Related Fees. These amounts include expenses and exclude Value Added Tax (VAT).
Fee category in € m. 2011 2010 Audit fees 54 53 Audit-related fees 12 9 Tax-related fees 7 7 All other fees 3 2 Total fees 76 71
Our Audit-Related Fees included fees for accounting advisory, due diligence relating to actual or contem- plated acquisitions and dispositions, attestation engagements and other agreed-upon procedure engage- ments. Our Tax-Related Fees included fees for services relating to the preparation and review of tax returns and related compliance assistance and advice, tax consultation and advice relating to Group tax planning strategies and initiatives and assistance with assessing compliance with tax regulations. Our Other Fees were incurred for project-related advisory services.
United States law and regulations, and our own policies, generally require all engagements of our principal accountant be pre-approved by our Audit Committee or pursuant to policies and procedures adopted by it. Our Audit Committee has adopted the following policies and procedures for consideration and approval of requests to engage our principal accountant to perform non-audit services. Engagement requests must in the first in- stance be submitted to the Accounting Engagement Team established and supervised by our Group Fi- nance Committee, whose members consist of our Chief Financial Officer and senior members of our Finance and Tax departments. If the request relates to services that would impair the independence of our principal accountant, the request must be rejected. Our Audit Committee has given its pre-approval for specified assur- ance, financial advisory and tax services, provided the expected fees for any such service do not exceed € 1 million. If the engagement request relates to such specified pre-approved services, it may be approved by the Group Finance Committee, which must thereafter report such approval to the Audit Committee. If the en- gagement request relates neither to prohibited non-audit services nor to pre-approved non-audit services, it must be forwarded by the Group Finance Committee to the Audit Committee for consideration. In addi- tion, to facilitate the consideration of engagement requests between its meetings, the Audit Committee has delegated approval authority to several of its members who are “independent” as defined by the Securities and
Deutsche Bank 04 – Corporate Governance Statement/Corporate Governance Report 424 Financial Report 2011 Compliance with the German Corporate Governance Code
Exchange Commission and the New York Stock Exchange. Such members are required to report any approv- als made by them to the Audit Committee at its next meeting.
Additionally, United States law and regulations permit the pre-approval requirement to be waived with respect to engagements for non-audit services aggregating no more than five percent of the total amount of revenues we paid to our principal accountant, if such engagements were not recognized by us at the time of engagement and were promptly brought to the attention of our Audit Committee or a designated member thereof and approved prior to the completion of the audit. In each of 2010 and 2011, the percentage of the total amount of revenue we paid to our principal accountant represented by non-audit services in each category that were subject to such a waiver was less than 5 %.
Compliance with the German Corporate Governance Code
Declaration pursuant to § 161 German Stock Corporation Act (AktG) (Declaration of Conformity 2011) The Management Board and Supervisory Board issued a new Declaration of Conformity in accordance with § 161 German Stock Corporation Act (AktG) on October 25, 2011. Deutsche Bank AG acted in conformity with the recommendations of the “Government Commission’s German Corporate Governance Code” as follows:
“The last Declaration of Conformity was issued on October 27, 2010. Since then, Deutsche Bank AG has com- plied with the recommendations of the “Government Commission’s German Corporate Governance Code” in the code version dated May 26, 2010, published in the Electronic Federal Gazette (Elektronischer Bundesan- zeiger) on July 2, 2010, and will comply with them in the future, although one exception is stated as a precau- tionary measure in each case regarding No. 5.5.3 sentence 1, which addresses the disclosure of conflicts of interest in the report of the Supervisory Board to the General Meeting.
In the future, we will continue to provide information on any conflict of interests which have occurred together with their treatment in the same scope as in the past in the report of the Supervisory Board to the General Meeting. A more detailed presentation would, according to our assessment, breach the corporate law confiden- tiality obligation pursuant to §§ 93, 116 of the Stock Corporation Act (AktG). We consider the requirements from No. 5.5.3 sentence 1 of the German Corporate Governance Code to be limited by this obligation pursuant to stock corporation law and, in departure from the Higher Regional Court (OLG) Frankfurt am Main, therefore see no basis for expanding the scope of the information. In a non-final judgement, the Court declared the ratifi- cation of the acts of management of the Management Board and of the Supervisory Board by the General Meeting 2009 null and void because, among other reasons, it had not been stated in the Declaration of Con- formity of October 29, 2008, that conflicts of interest and their treatment had not been disclosed in accordance with the requirements of No. 5.5.3 sentence 1 of the German Corporate Governance Code. As our approach, according to the ruling specified above, does not fulfil the recommendation in No. 5.5.3 sentence 1 of the Ger- man Corporate Governance Code, but we intend to maintain the practice that we consider to be the right one for us, we state this exception as a precautionary measure.”
Deutsche Bank 04 – Corporate Governance Statement/Corporate Governance Report 425 Financial Report 2011 Compliance with the German Corporate Governance Code
The Declaration of Conformity 2011 and all of the previous versions of the Declaration of Conformity are pub- lished on Deutsche Bank’s website at http://www.deutsche-bank.de/ir/en/content/declaration_of_conformity.htm, where a copy of the German Corporate Governance Code is also available.
No. 5.4.3 of the German Corporate Governance Code recommends that applications for judicial appointment of Supervisory Board members be limited in time until the next General Meeting. The “Government Commission of the German Corporate Governance Code” confirmed in writing that this recommendation applies only to shareholder representatives elected by the General Meeting. It is only these representatives whose appoint- ment can be confirmed by election at the General Meeting and who can be substituted by another member elected by the General Meeting. Hence, this point does not apply to employee representatives appointed to the Supervisory Board. Subsequently, the Register Court appointed Ms. Renate Voigt employee representative on November 30, 2011 till the end of the term of the Supervisory Board.
Statement on the Suggestions of the German Corporate Governance Code Deutsche Bank voluntarily complies with the suggestions of the Code in the version dated May 26, 2010 with the following exceptions:
— The representatives appointed by Deutsche Bank to exercise shareholders’ voting rights can be reached by those attending the General Meeting until just before voting commences. The representatives are reachable by those not attending until 12 noon on the day of the General Meeting using the instruction tool in the Internet (Code No. 2.3.3). In this manner, the risk of any technical disruptions directly before voting takes place can basically be excluded. The broadcast through the Internet also ends at the latest at this time, which means information useful for non-participants in forming an opinion can no longer be expected thereafter. — Our broadcast of the General Meeting through the Internet (Code No. 2.3.4) covers the opening of the Gen- eral Meeting by the Chairman and the report of the Management Board. The shareholders are thus free to hold their discussions with management unencumbered by a public broadcast to a wide audience.